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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 5, 2005
TUPPERWARE BRANDS CORPORATION
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(Exact name of Registrant as specified in its charter)
DELAWARE 1-11657 36-4062333
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. Box 2353
Orlando, Florida 32802
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(Address of Principal Executive Offices) (Zip Code)
(407) 826-5050
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(Registrant's telephone number, including area code)
Former name or former address, if changed since last report: N/A
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.14d-2(b))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
This Form 8-K/A amends the Current Report on Form 8-K of Tupperware Brands
Corporation ("Tupperware"), filed on December 5, 2005. On December 5, 2005, in
connection with the consummation of Tupperware's acquisition (the "Acquisition")
of the direct selling businesses of Sara Lee Corporation, Tupperware entered
into a Credit Agreement (the "Agreement") with Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders
party thereto, and Banc of America Securities LLC and JP Morgan Securities Inc.,
as joint lead arrangers and joint book managers. The Acquisition, retirement of
$250 million of debt and related fees and expenses were funded through cash on
hand and borrowings under the Agreement, which consists of a 5-year $200 million
secured revolving credit facility and a $775 million secured term loan. The term
loan carries an interest rate of LIBOR plus 150 basis points. Mandatory
principal repayments of 0.25% per quarter, or about $2 million, are required,
with the remaining $723 million due seven years from the date of the closing.
The description of the Agreement contained herein does not purport to be
complete and is qualified in its entirety by reference to the Agreement, a copy
of which is included as Exhibit 10.01 to this report and is incorporated herein
by reference.
A copy of the press release issued by Tupperware announcing the closing of
the Acquisition and the Agreement is included as Exhibit 99.1 to Tupperware's
Form 8-K filed on December 5, 2005 and is incorporated herein by reference in
its entirety.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
Exhibit No. Description
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10.01 Credit Agreement, dated December 5, 2005, among Tupperware
Brands Corporation, Bank of America, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer, and the other
lenders party thereto, and Banc of America Securities LLC
and JP Morgan Securities Inc., as joint lead arrangers and
joint book managers.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TUPPERWARE BRANDS CORPORATION
(Registrant)
/s/ Thomas M. Roehlk
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By: Thomas M. Roehlk
Executive Vice President,
Chief Legal Officer
and Secretary
December 21, 2005